Our team was responsible for enabling the global business expansion of a French startup, which became a unicorn after setting up in Brazil.

The client has a central application that offers various functionalities linked to the corporate world, such as various benefits, engagement tools and payment functionalities.

Our first challenge was to present the foreign company with an up-to-date picture of the Brazilian benefits market in the midst of the COVID-19 pandemic, as well as to explain all the regulations governing their business. From this contextualization, the challenge was to ensure that their business model could be fully exercised in Brazil.

After a period of extensive and assertive legal consultancy related to the company’s business, we were responsible for actually setting up its Brazilian subsidiary, with the preparation of the necessary documents and procedures before the Brazilian authorities, as well as all the support for starting up its activities, such as reviewing and adapting all the documents containing its market practices to Brazilian standards, as they were already used abroad, without any of the application’s functionalities and tools being impaired.

After being set up, we were offered a new mission: to help the French company buy a Brazilian startup in the same sector. Bearing in mind that the company to be bought already had a consolidated position in the market, we had to be careful to act with solidity from the initial purchase offer, the due diligence process, to the final contracts to complete the purchase and sale operation.

What was expected of CHENUT

The CHENUT team was contacted to set up a Brazilian subsidiary that would follow the same business model used in France. After this stage, we acted in the process of buying the Brazilian startup by the French startup.

One of our main concerns was to maintain efficient communication in order to clarify to the client the Brazilian legal challenges to be faced. To this end, we relied on specialists in our team who communicate fluently in the client’s native language (French), as well as having in-depth knowledge of existing cultural barriers, so that there would be no misinterpretation of the legal strategy.

Another important point was the formation of a multidisciplinary team to handle the project. In this way, we were able to have the best specialists in all subjects, so that the tasks were carried out in parallel, continuously and connected. Agility and few interruptions in the continuity of demand were important factors for the client.

Finally, knowledge of both Brazilian and French realities was of essence, as the operation involved payment in shares from the French company to Brazilian Sellers. 

What we do

We acted from the initial stages of setting up the subsidiary in Brazil, until the actual incorporation, and then we assisted the client throughout the process of buying the Brazilian startup, including:

• the presentation of the updated scenario of the benefits market in the midst of the COVID-19 pandemic.
• drafting opinions on the regulatory aspects affecting the client’s business.
• developing the best strategies to keep the same functionalities of the application running smoothly in Brazil.
• advice on the legislation applicable to the company’s activities, taking into account the business environment in Brazil.
• drafting the articles of incorporation of the Brazilian subsidiary in accordance with the client’s needs and business model, in bilingual documents.
• obtaining registrations and records from public authorities, as well as trade registers in the places where the company has established its activities, in addition to town halls.
• obtaining all the necessary licenses for the development of the Brazilian subsidiary’s activities from the Central Bank.
• the adequacy of the documents describing the company’s practices related to the use of the application to Brazilian standards.
• drafting the Terms and Conditions of Use and Privacy Policy for the client’s application.
• the preparation of the documents containing the initial purchase offer for the Brazilian startup.
• carrying out a multidisciplinary due diligence of the company the client wanted to buy, with detailed reports updated on a weekly basis.
• support in multidisciplinary issues (labor, tax, regulatory) involving the purchase and sale operation.
• drawing up the final contracts to complete the sales transaction.

Throughout the process, the participation of our multidisciplinary team was essential, as they were able to understand and advise the client both in setting up the Brazilian subsidiary and in the purchase operation in the various areas of law – corporate, labor, tax and regulatory.

The transformation

Through our full-service and international structure, we can fulfill the client’s desire to expand their business by setting up a subsidiary in Brazil.

Not only was the expansion successfully completed, but we were able to start operations in record time.

Afterwards, we had the privilege of successfully completing the purchase of the Brazilian startup, with a vast expansion of its market, considering that three months after the purchase, the client became a unicorn, i.e. a technology company valued at more than US$ 1 billion.

We also provide ongoing advice on day-to-day corporate issues, with personalized service in English and French.